APT Alpha Pro Tech Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 29, 2015

 

ALPHA PRO TECH, LTD.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		01-15725		63-1009183
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

60 Centurian Drive, Suite 112 Markham, Ontario		L3R 9R2
(Address of Principal Executive Offices)		(Zip Code)

 

(905) 479-0654

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Executive Officer Appointments

 

On December 29, 2015, the Board of Directors (the “Board”) of Alpha Pro Tech, Ltd. (the “Company”) approved the appointment of Lloyd Hoffman as Chief Executive Officer of the Company, Colleen McDonald as Chief Financial Officer of the Company and Alexander W. Millar as Chairman of the Board, all effective as of January 4, 2016. Mr. Millar will continue to serve as President of the Company.

 

Mr. Hoffman, age 55, has served the Company in various capacities since 1991 and as Chief Financial Officer since 2002. Ms. McDonald, age 45, has worked with the Company for 20 years, most recently as Corporate Controller. Mr. Millar, age 74, has served as the Company’s President and as a director since 1989 and as Chief Executive Officer since September 23, 2015.

 

There is currently no employment agreement in place for either Mr. Hoffman or Ms. McDonald, and both will serve at the pleasure of the Board. In connection with the appointments described above, Mr. Hoffman’s annual base salary was increased to $500,000, and Ms. McDonald’s annual base salary was increased to $170,000. Mr. Millar’s employment with the Company will continue to be governed by his existing employment agreement as described in the Company’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2015, which was filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2015. Additional information on the Company’s executive compensation program can be found in the proxy statement for the Company’s 2015 Annual Meeting of Shareholders, which was filed with the SEC on April 30, 2015.

 

There are no arrangements or understandings between any of Mr. Hoffman, Ms. McDonald or Mr. Millar and any other person pursuant to which they were appointed to the positions described above. There are no family relationships between Mr. Hoffman, Ms. McDonald or Mr. Millar and any of the Company’s directors or officers. Neither Mr. Hoffman, Ms. McDonald nor Mr. Millar is a party to any transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Appointment of Lloyd Hoffman to the Board of Directors

 

Additionally, on December 29, 2015, upon the recommendation of the Board’s Nominating/Governance Committee, the Board approved the appointment of Lloyd Hoffman as a director of the Company, effective as of January 4, 2016.

 

Mr. Hoffman will not receive any additional compensation for his service as a director, and he will not serve on any committees of the Board at this time. There is no arrangement or understanding between Mr. Hoffman and any other person pursuant to which Mr. Hoffman was selected to serve as a director of the Company. As stated above, Mr. Hoffman is not a party to any transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 8.01

Other Events.

 

On December 29, 2015, the Company issued a press release announcing the appointments of Mr. Hoffman, Ms. McDonald and Mr. Millar as described above. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

	Exhibit No.		Exhibit
	99.1		Press Release dated December 29, 2015.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ALPHA PRO TECH, LTD.
Date: December 30, 2015	By:	/s/ Lloyd Hoffman
		Lloyd Hoffman
		Chief Financial Officer

 

  

 

 

Exhibit 99.1

 

Alpha Pro Tech
L T D.

 

ALPHA PRO TECH REALIGNS EXECUTIVE TITLES

 

Lloyd Hoffman Named CEO and Board Member

 

Al Millar Named Chairman of the Board, Remains President

 

Colleen McDonald Promoted to CFO

 

FOR IMMEDIATE RELEASE

 

Company Contact:	Investor Relations Contact:
Alpha Pro Tech, Ltd.	Hayden IR
Al Millar/Donna Millar	Cameron Donahue
905-479-0654	651-653-1854
e-mail: ir@alphaprotech.com	e-mail: cameron@haydenir.com

 

Nogales, Arizona – December 29, 2015 – Alpha Pro Tech, Ltd. (NYSE MKT: APT), a leading manufacturer of products designed to protect people, products and environments, including disposable protective apparel and building products, today announced the realignment of certain executive officers and their duties and the appointment of a new board member.

 

Effective January 4, 2016, Lloyd Hoffman will assume the role of Chief Executive Officer and will also join the Company’s Board of Directors. Al Millar will assume the role of Chairman of the Board and continue to serve as President, and Colleen McDonald will assume the role of Chief Financial Officer.

 

“Every organization requires the right structure and internal alignment of responsibilities to operate efficiently and drive success,” stated Al Millar, the current Chief Executive Officer and President and a member of the Board of Directors of the Company. “During the last few months since our former CEO’s retirement, our key executives have been operating within discrete and defined roles and responsibilities. We are realigning the titles for key executive positions to more accurately reflect the functions that they have been performing and the roles that they play within our organization.”

 

Mr. Hoffman, who currently serves as CFO, has been with the Company since 1991, two years after the Company was founded. Ms. McDonald, who currently serves as Corporate Controller, has served with the Company for 20 years.

 

About Alpha Pro Tech, Ltd.

 

Alpha Pro Tech, Ltd. is the parent company of Alpha Pro Tech, Inc. and Alpha ProTech Engineered Products, Inc. Alpha Pro Tech, Inc. develops, manufactures and markets innovative disposable and limited-use protective apparel products for the industrial, clean room, medical and dental markets. Alpha ProTech Engineered Products, Inc. manufactures and markets a line of construction weatherization products, including building wrap and roof underlayment. The Company has manufacturing facilities in Salt Lake City, Utah; Nogales, Arizona; Valdosta, Georgia; and a joint venture in India. For more information and copies of all news releases and financials, visit Alpha Pro Tech’s website at http://www.alphaprotech.com.

 

Certain statements made in this press release constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance or achievements instead of historical facts and may be identified generally by the use of forward-looking terminology and words such as “expects,” “anticipates,” “estimates,” “believes,” “predicts,” “intends,” “plans,” “potentially,” “may,” “continue,” “should,” “will” and words of similar meaning. Without limiting the generality of the preceding statement, all statements in this press release relating to estimated and projected earnings, margins, costs, expenditures, cash flows, sources of capital, growth rates and future financial and operating results are forward-looking statements. We caution investors that any such forward-looking statements are only estimates based on current information and involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. We cannot give assurances that any such statements will prove to be correct. Factors that could cause actual results to differ materially from those estimated by us include the risks, uncertainties and assumptions described from time to time in our public releases and reports filed with the Securities and Exchange Commission, including, but not limited to, our most recent Annual Report on Form 10-K. We also caution investors that the forward-looking information described herein represents our outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events or developments after the date of this press release. Given these uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.